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Information to any person or entity, except to the Receiving Party's employees, officers, directors, agents,
<br />subcontractors, financial advisors, and attorneys who have a need to know the Confidential Information for the
<br />Receiving Party to exercise its rights or perform Its obligations under the Agreement or otherwise in connection
<br />with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the
<br />limited extent required (1) in order to comply with the order of a court or other governmental body, or as
<br />otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to
<br />the order must first give written notice to the other party and make a reasonable effort to obtain a protective
<br />order; or (2) to establish a party's rights under the Agreement, Including to make required court filings.
<br />(c) On the expiration or termination of the Agreement, the Receiving Party must promptly return
<br />to the Disclosing Party all copies of the Disclosing Party's Confidential Information, or destroy all such copies
<br />and, on the Disclosing Party's request, certify in writing to the Disclosing Party that such Confidential
<br />Information has been destroyed.
<br />(d) Each party's obligations under this Section are effective as of the Effective Date and will expire
<br />three years from the termination of the Agreement; provided, however, with respect to any Confidential
<br />Information that constitutes a trade secret (as determined under applicable law), such obligations of non-
<br />disclosure will survive the termination or expiration of the Agreement for as long as such Confidential
<br />Information remains subject to trade secret protection under applicable law.
<br />6. Intellectual Property.
<br />(a) DebtBook IP. As between Customer and DebtBook, DebtBook owns all right, title, and interest,
<br />including all intellectual property rights, in and to the DebtBook IP.
<br />(b) Customer Data. As between Customer and DebtBook, Customer owns all right, title, and
<br />interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to
<br />DebtBook a non-exclusive, royalty -free, worldwide license to use and display the Customer Data and perform
<br />all acts with respect to the Customer Data as may be necessary or appropriate for DebtBook to provide the
<br />Services to Customer.
<br />(c) Effect of Termination. Without limiting either party's obligations under Section 5, DebtBook,
<br />at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services
<br />to permit Customer to retrieve its Customer Data in a commercially transferrable format and (2) use
<br />commercially reasonable efforts to assist Customer with such retrieval.
<br />Limited Warranties.
<br />(a) Functionality & Service Levels. During the Term, the Application Services will operate in a
<br />manner consistent with general industry standards reasonably applicable to the provision of the Application
<br />Services and will conform in all material respects to the Documentation and service levels set forth in the SLA
<br />when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA,
<br />DebtBook does not make any representation, warranty, or guarantee regarding availability of the Application
<br />Services, and the remedies set forth in the SLA are Customer's sole remedies and DebtBook's sole liability
<br />under the limited warranty set forth in this paragraph.
<br />(b) Security. DebtBook has implemented Appropriate Security Measures and has made
<br />commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have
<br />implemented Appropriate Security Measures intended to protect Customer Data.
<br />(c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED "AS
<br />IS;' AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
<br />OTHERWISE. DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING
<br />FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH
<br />IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY
<br />PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S
<br />REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR
<br />WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF
<br />HARMFUL CODE, OR ERROR FREE.
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